NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR
THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL
SHALL BE SELECTED BY THE HOLDER), IN A FORM REASONABLY ACCEPTABLE TO THE
COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

                                  MDWERKS, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.:
Number of Shares of Common Stock: 187,500
Date of Issuance: October 19, 2006 ("ISSUANCE DATE")

     MDwerks, Inc., a Delaware corporation (the "COMPANY"), hereby certifies
that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, GOTTBETTER CAPITAL MASTER, LTD., the registered holder
hereof or its permitted assigns (the "HOLDER"), is entitled, subject to the
terms set forth below, to purchase from the Company, at the Exercise Price (as
defined below) then in effect, upon surrender of this Warrant to Purchase Common
Stock (including any Warrants to purchase Common Stock issued in exchange,
transfer or replacement hereof, the "WARRANT"), at any time or times on or after
the date hereof, but not after 11:59 p.m., New York Time, on the Expiration Date
(as defined below), One Hundred Eighty Seven Thousand Five Hundred (187,500)
fully paid nonassessable shares of Common Stock (as defined below) (the "WARRANT
SHARES"). Except as otherwise defined herein, capitalized terms in this Warrant
shall have the meanings set forth in Section 15. This Warrant is one of the
Warrants to purchase Common Stock (the "SPA WARRANTS") issued pursuant to
Section 1 of that certain Securities Purchase Agreement, dated as of October 19,
2006 (the "SUBSCRIPTION DATE"), by and among the Company and the investors (the
"BUYERS") referred to therein (the "SECURITIES PURCHASE AGREEMENT").

1. EXERCISE OF WARRANT.

     (a) Mechanics of Exercise. Subject to the terms and conditions hereof
(including, without limitation, the limitations set forth in Section 1(f)), this
Warrant may be exercised by the Holder on any day on or after the date hereof,
in whole or in part, by (i) delivery of a written notice, in the form attached
hereto as Exhibit A (the "EXERCISE NOTICE"), of the Holder's election to
exercise this Warrant and (ii) (A) payment to the Company of an amount equal to
the applicable Exercise Price multiplied by the number of Warrant Shares as to
which this Warrant is being exercised (the "AGGREGATE EXERCISE PRICE") in cash
or by wire transfer of immediately



available funds or (B) by notifying the Company that this Warrant is being
exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The
Holder shall not be required to deliver the original Warrant in order to affect
an exercise hereunder. Execution and delivery of the Exercise Notice with
respect to less than all of the Warrant Shares shall have the same effect as
cancellation of the original Warrant and issuance of a new Warrant evidencing
the right to purchase the remaining number of Warrant Shares. On or before the
first (1st) Business Day following the date on which the Company has received
each of the Exercise Notice and the Aggregate Exercise Price (or notice of a
Cashless Exercise) (the "EXERCISE DELIVERY DOCUMENTS"), the Company shall
transmit by facsimile an acknowledgment of confirmation of receipt of the
Exercise Delivery Documents to the Holder and the Company's transfer agent (the
"TRANSFER AGENT"). On or before the third (3rd) Business Day following the date
on which the Company has received all of the Exercise Delivery Documents (the
"SHARE DELIVERY DATE"), the Company shall (X) provided that the Transfer Agent
is participating in The Depository Trust Company ("DTC") Fast Automated
Securities Transfer Program, credit such aggregate number of shares of Common
Stock to which the Holder is entitled pursuant to such exercise to the Holder's
or its designee's balance account with DTC through its Deposit Withdrawal Agent
Commission system, or (Y) if the Transfer Agent is not participating in the DTC
Fast Automated Securities Transfer Program, issue and dispatch by overnight
courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company's share register in the name of the Holder or its
designee, for the number of shares of Common Stock to which the Holder is
entitled pursuant to such exercise. Upon delivery of the Exercise Delivery
Documents, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to which this Warrant
has been exercised, irrespective of the date such Warrant Shares are credited to
the Holder's DTC account or the date of delivery of the certificates evidencing
such Warrant Shares as the case may be. If this Warrant is submitted in
connection with any exercise pursuant to this Section 1(a) and the number of
Warrant Shares represented by this Warrant submitted for exercise is greater
than the number of Warrant Shares being acquired upon an exercise, then the
Company shall as soon as practicable and in no event later than three Business
Days after any exercise and at its own expense, issue, a new Warrant (in
accordance with Section 7(d)) representing the right to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this
Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised. No fractional shares of Common Stock are to be issued upon the
exercise of this Warrant, but rather the number of shares of Common Stock to be
issued shall be rounded up to the nearest whole number. The Company shall pay
stamp and similar taxes which may be payable with respect to the issuance and
delivery of Warrant Shares upon exercise of this Warrant. The Company shall not
be required, however, to pay any transfer tax or similar charge imposed in
connection with the issuance and delivery of Warrant shares in any name other
than that of the Holder.

     (b) Exercise Price. For purposes of this Warrant, "EXERCISE PRICE" means
$3.25 subject to adjustment as provided herein.

     (c) Company's Failure to Timely Deliver Securities. If the Company shall
fail for any reason or for no reason to issue to the Holder within three (3)
Trading Days of receipt of the Exercise Delivery Documents, a certificate for
the number of shares of Common Stock to which the Holder is entitled and
register such shares of Common Stock on the Company's share register or to
credit the Holder's balance account with DTC for such number of shares of Common
Stock


                                       2



to which the Holder is entitled upon the Holder's exercise of this Warrant, and
if on or after such third (3rd) Trading Day the Holder purchases (in an open
market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of shares of Common Stock issuable upon
such exercise that the Holder anticipated receiving from the Company (a
"BUY-IN"), then the Company shall, within three (3) Business Days after the
Holder's request and in the Holder's sole discretion, either (i) pay cash to the
Holder in an amount equal to the Holder's total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased (the
"BUY-IN PRICE"), at which point the Company's obligation to deliver such
certificate (and to issue such shares of Common Stock) shall terminate, or (ii)
promptly honor its obligation to deliver to the Holder a certificate or
certificates representing such Warrant Shares and pay cash to the Holder in an
amount equal to the excess (if any) of the Buy-In Price over the product of (A)
such number of shares of Common Stock, times (B) the Closing Bid Price on the
date of exercise. Nothing herein shall limit the holder's right to pursue actual
damages for the Company's failure to maintain a sufficient number of authorized
shares of Common Stock or to otherwise issue shares of Common Stock upon
exercise of this Warrant in accordance with the terms hereof, and the Holder
shall have the right to pursue all remedies available at law or in equity
(including a decree of specific performance and/or injunctive relief).

     (d) Cashless Exercise. Notwithstanding anything contained herein to the
contrary, if, at the time of exercise of this Warrant, a Registration Statement
(as defined in the Registration Rights Agreement) covering the Warrant Shares
that are the subject of the Exercise Notice (the "UNAVAILABLE WARRANT SHARES")
is not available for the resale of such Unavailable Warrant Shares, the Holder
may, in its sole discretion, exercise this Warrant in whole or in part and, in
lieu of making the cash payment otherwise contemplated to be made to the Company
upon such exercise in payment of the Aggregate Exercise Price, elect instead to
receive upon such exercise the "Net Number" of shares of Common Stock determined
according to the following formula (a "CASHLESS EXERCISE"):

               Net Number = (A x B) - (A x C)
                            -----------------
                                    B

               For purposes of the foregoing formula:

          A   =   the total number of shares with respect to which this Warrant
                  is then being exercised.

          B   =   the Closing Sale Price of the shares of Common Stock (as
                  reported by Bloomberg) on the date immediately preceding the
                  date of the Exercise Notice.

          C   =   the Exercise Price then in effect for the applicable Warrant
                  Shares at the time of such exercise.

     (e) Disputes. In the case of a dispute as to the determination of the
Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the Holder


                                       3



the number of Warrant Shares that are not disputed and resolve such dispute in
accordance with Section 12.

     (f) Limitations on Exercises.

          (1) Beneficial Ownership. The Company shall not effect the exercise of
     this Warrant, and the Holder shall not have the right to exercise this
     Warrant, to the extent that after giving effect to such exercise, such
     Person (together with such Person's affiliates) would beneficially own
     (directly or indirectly through Warrant Shares or otherwise) in excess of
     4.99% of the shares of Common Stock outstanding immediately after giving
     effect to such exercise. For purposes of the foregoing sentence, the
     aggregate number of shares of Common Stock beneficially owned (directly or
     indirectly through Warrant Shares or otherwise) by such Person and its
     affiliates shall include the number of shares of Common Stock issuable upon
     exercise of this Warrant with respect to which the determination of such
     sentence is being made, but shall exclude shares of Common Stock which
     would be issuable upon (i) exercise of the remaining, unexercised portion
     of this Warrant beneficially owned by such Person and its affiliates and
     (ii) exercise or conversion of the unexercised or unconverted portion of
     any other securities of the Company beneficially owned by such Person and
     its affiliates (including, without limitation, any convertible notes or
     convertible preferred stock or warrants) subject to a limitation on
     conversion or exercise analogous to the limitation contained herein. Except
     as set forth in the preceding sentence, for purposes of this paragraph,
     beneficial ownership shall be calculated in accordance with Section 13(d)
     of the Securities Exchange Act of 1934, as amended. For purposes of this
     Warrant, in determining the number of outstanding shares of Common Stock,
     the Holder may rely on the number of outstanding shares of Common Stock as
     reflected in (1) the Company's most recent Form 10-KSB, Form 10-QSB,
     Current Report on Form 8-K or other public filing with the Securities and
     Exchange Commission, as the case may be, (2) a more recent public
     announcement by the Company or (3) any other notice by the Company or the
     Transfer Agent setting forth the number of shares of Common Stock
     outstanding. For any reason at any time, upon the written request of the
     Holder, the Company shall within two Business Days confirm orally and in
     writing to the Holder the number of shares of Common Stock then
     outstanding. In any case, the number of outstanding shares of Common Stock
     shall be determined after giving effect to the conversion or exercise of
     securities of the Company, including the SPA Securities and the SPA
     Warrants, by the Holder and its affiliates since the date as of which such
     number of outstanding shares of Common Stock was reported. By written
     notice to the Company, the Holder may from time to time increase or
     decrease the Maximum Percentage specified in such notice; provided that (i)
     any such increase will not be effective until the sixty-first (61st) day
     after such notice is delivered to the Company, and (ii) any such increase
     or decrease will apply only to the Holder and not to any other holder of
     SPA Warrants.

          (2) Principal Market Regulation. The Company shall not be obligated to
     issue any shares of Common Stock upon exercise of this Warrant if the
     issuance of such shares of Common Stock would exceed that number of shares
     of Common Stock which the Company may issue upon exercise, redemption or
     conversion, as applicable, of the SPA


                                       4



     Warrants and SPA Securities or otherwise without breaching the Company's
     obligations under the rules or regulations of the Principal Market (the
     "EXCHANGE CAP"), except that such limitation shall not apply in the event
     that the Company (A) obtains the approval of its stockholders as required
     by the applicable rules of the Principal Market for issuances of shares of
     Common Stock in excess of such amount or (B) obtains a written opinion from
     outside counsel to the Company that such approval is not required, which
     opinion shall be reasonably satisfactory to the Required Holders. Until
     such approval or written opinion is obtained, no Buyer shall be issued in
     the aggregate, upon exercise or conversion, as applicable, of any SPA
     Warrants or SPA Securities, shares of Common Stock in an amount greater
     than the product of the Exchange Cap multiplied by a fraction, the
     numerator of which is the total number of shares of Common Stock underlying
     the SPA Warrants issued to such Buyer pursuant to the Securities Purchase
     Agreement on the Issuance Date and the denominator of which is the
     aggregate number of shares of Common Stock underlying the SPA Warrants
     issued to the Buyers pursuant to the Securities Purchase Agreement on the
     Issuance Date (with respect to each Buyer, the "EXCHANGE CAP ALLOCATION").
     In the event that any Buyer shall sell or otherwise transfer any of such
     Buyer's SPA Warrants, the transferee shall be allocated a pro rata portion
     of such Buyer's Exchange Cap Allocation, and the restrictions of the prior
     sentence shall apply to such transferee with respect to the portion of the
     Exchange Cap Allocation allocated to such transferee. In the event that any
     holder of SPA Warrants shall exercise all of such holder's SPA Warrants
     into a number of shares of Common Stock which, in the aggregate, is less
     than such holder's Exchange Cap Allocation, then the difference between
     such holder's Exchange Cap Allocation and the number of shares of Common
     Stock actually issued to such holder shall be allocated to the respective
     Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro
     rata basis in proportion to the shares of Common Stock underlying the SPA
     Warrants then held by each such holder. In the event that the Company is
     prohibited from issuing any Warrant Shares for which an Exercise Notice has
     been received as a result of the operation of this Section 1(f)(ii), the
     Company shall pay cash in exchange for cancellation of such Warrant Shares,
     at a price per Warrant Share equal to the difference between the Closing
     Sale Price and the Exercise Price as of the date of the attempted exercise.
     To the extent required by the Principal Market, the provisions of the
     Exchange Cap shall be modified to comply with the applicable rules and
     regulations of the Principal Market, provided that any such changes shall
     not, in the Holder's reasonable discretion, materially change the terms of
     the transaction contemplated hereby.

     (g) Insufficient Authorized Shares. If at any time while any of the
Warrants remain outstanding the Company does not have a sufficient number of
authorized and unreserved shares of Common Stock (an "AUTHORIZED SHARE FAILURE")
to satisfy its obligation to reserve for issuance upon exercise of the Warrants
at least a number of shares of Common Stock equal to 175% of the number of
shares of Common Stock as shall from time to time be necessary to effect the
exercise of all of the Warrants then outstanding (the "REQUIRED RESERVE
AMOUNT"), then the Company shall immediately take all action necessary to
increase the Company's authorized shares of Common Stock to an amount sufficient
to allow the Company to reserve the Required Reserve Amount for the Warrants
then outstanding. Without limiting the generality of the foregoing sentence, as
soon as practicable after the date of the occurrence of an Authorized Share


                                       5



Failure, but in no event later than ninety (90) days after the occurrence of
such Authorized Share Failure, the Company shall hold a meeting of its
stockholders for the approval of an increase in the number of authorized shares
of Common Stock. In connection with such meeting, the Company shall provide each
stockholder with a proxy statement and shall use its reasonable best efforts to
solicit its stockholders' approval of such increase in authorized shares of
Common Stock and to cause its board of directors to recommend to the
stockholders that they approve such proposal.

2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.

The Exercise Price and the number of Warrant Shares shall be adjusted from time
to time as follows:

     (a) Adjustment upon Issuance of shares of Common Stock. If and whenever on
or after the Subscription Date the Company issues or sells, or in accordance
with this Section 2 is deemed to have issued or sold, any shares of Common Stock
(including the issuance or sale of shares of Common Stock owned or held by or
for the account of the Company, but excluding shares of Common Stock which are
Excluded Securities (as defined in the SPA Securities) or are deemed to have
been issued by the Company in connection with any Excluded Securities) for a
consideration per share (the "NEW ISSUANCE PRICE") less than a price (the
"APPLICABLE PRICE") equal to the Exercise Price in effect immediately prior to
such issue or sale or deemed issuance or sale (the foregoing a "DILUTIVE
ISSUANCE"), then immediately after such Dilutive Issuance, the Exercise Price
then in effect shall be reduced to an amount equal to the New Issuance Price.
Upon each such adjustment of the Exercise Price hereunder, the number of Warrant
Shares shall be adjusted to the number of shares of Common Stock determined by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares acquirable upon exercise of this Warrant
immediately prior to such adjustment and dividing the product thereof by the
Exercise Price resulting from such adjustment. For purposes of determining the
adjusted Exercise Price under this Section 2(a), the following shall be
applicable:

          (i)   Issuance of Options. If the Company in any manner grants any
                Options and the lowest price per share for which one share of
                Common Stock is issuable upon the exercise of any such Option or
                upon conversion, exercise or exchange of any Convertible
                Securities issuable upon exercise of any such Option is less
                than the Applicable Price, then such shares of Common Stock
                (underlying such Option shall be deemed to be outstanding and to
                have been issued and sold by the Company at the time of the
                granting or sale of such Option for such price per share. For
                purposes of this Section 2(a)(i), the "lowest price per share
                for which one share of Common Stock is issuable upon exercise of
                such Options or upon conversion, exercise or exchange of such
                Convertible Securities" shall be equal to the sum of the lowest
                amounts of consideration (if any) received or receivable by the
                Company with respect to any one share of Common Stock upon the
                granting or sale of the Option, upon exercise of the Option and
                upon conversion, exercise or exchange of any Convertible
                Security issuable upon exercise of such Option. No further
                adjustment of the


                                       6



                Exercise Price or number of Warrant Shares shall be made upon
                the actual issuance of such shares of Common Stock or of such
                Convertible Securities upon the exercise of such Options or upon
                the actual issuance of such shares of Common Stock upon
                conversion, exercise or exchange of such Convertible Securities.

          (ii)  Issuance of Convertible Securities. If the Company in any manner
                issues or sells any Convertible Securities and the lowest price
                per share for which one share of Common Stock is issuable upon
                the conversion, exercise or exchange thereof is less than the
                Applicable Price, then such shares of Common Stock issuable upon
                conversion of such Convertible Securities shall be deemed to be
                outstanding and to have been issued and sold by the Company at
                the time of the issuance or sale of such Convertible Securities
                for such price per share. For the purposes of this Section
                2(a)(ii), the "lowest price per share for which one share of
                Common Stock is issuable upon the conversion, exercise or
                exchange" shall be equal to the sum of the lowest amounts of
                consideration (if any) received or receivable by the Company
                with respect to one share of Common Stock upon the issuance or
                sale of the Convertible Security and upon conversion, exercise
                or exchange of such Convertible Security. No further adjustment
                of the Exercise Price or number of Warrant Shares shall be made
                upon the actual issuance of such shares of Common Stock upon
                conversion, exercise or exchange of such Convertible Securities,
                and if any such issue or sale of such Convertible Securities is
                made upon exercise of any Options for which adjustment of this
                Warrant has been or is to be made pursuant to other provisions
                of this Section 2(a), no further adjustment of the Exercise
                Price or number of Warrant Shares shall be made by reason of
                such issue or sale. A change that permits the holder of an
                Option or Convertible Security to utilize a cashless exercise
                feature shall not be deemed to decrease the consideration
                payable by the holder solely by reason of the fact that the
                cashless exercise feature would result in a reduction in cash
                consideration receivable by the Company.

          (iii) Change in Option Price or Rate of Conversion. If the purchase
                price provided for in any Options, the additional consideration,
                if any, payable upon the issue, conversion, exercise or exchange
                of any Convertible Securities, or the rate at which any
                Convertible Securities are convertible into or exercisable or
                exchangeable for shares of Common Stock increases or decreases
                at any time, the Exercise Price and the number of Warrant Shares
                in effect at the time of such increase or decrease shall be
                adjusted to the Exercise Price and the number of Warrant Shares
                which would have been in effect at such time had such Options or
                Convertible Securities provided for such increased or decreased
                purchase price, additional consideration or increased or
                decreased conversion rate, as the case may be, at the time
                initially granted, issued or sold. For purposes of this Section
                2(a)(iii), if the terms of any Option or Convertible Security
                that was outstanding as of the date of issuance of this Warrant
                are increased or


                                       7



                decreased in the manner described in the immediately preceding
                sentence, then such Option or Convertible Security and the
                shares of Common Stock deemed issuable upon exercise, conversion
                or exchange thereof shall be deemed to have been issued as of
                the date of such increase or decrease. No adjustment pursuant to
                this Section 2(a) shall be made if such adjustment would result
                in an increase of the Exercise Price then in effect or a
                decrease in the number of Warrant Shares. A change that permits
                the holder of an Option or Convertible Security to utilize a
                cashless exercise feature shall not be deemed to decrease the
                consideration payable by the holder solely by reason of the fact
                that the cashless exercise feature would result in a reduction
                in cash consideration receivable by the Company.

          (iv)  Calculation of Consideration Received. In case any Option is
                issued in connection with the issue or sale of other securities
                of the Company, together comprising one integrated transaction
                in which no specific consideration is allocated to such Options
                by the parties thereto, the Options will be deemed to have been
                issued for a consideration of $0.001. If any shares of Common
                Stock, Options or Convertible Securities are issued or sold or
                deemed to have been issued or sold for cash, the consideration
                received therefor will be deemed to be the amount received by
                the Company therefor. If any shares of Common Stock, Options or
                Convertible Securities are issued or sold for a consideration
                other than cash, the amount of such consideration received by
                the Company will be the fair value of such consideration, except
                where such consideration consists of publicly traded securities,
                in which case the amount of consideration received by the
                Company will be the Closing Sale Price of such publicly traded
                security on the date of receipt. If any shares of Common Stock,
                Options or Convertible Securities are issued to the owners of
                the non-surviving entity in connection with any merger in which
                the Company is the surviving entity, the amount of consideration
                therefor will be deemed to be the fair value of such portion of
                the net assets and business of the non-surviving entity as is
                attributable to such shares of Common Stock, Options or
                Convertible Securities, as the case may be. The fair value of
                any consideration other than cash or publicly traded securities
                will be determined jointly by the Company and the Required
                Holders. If such parties are unable to reach agreement within
                ten (10) days after the occurrence of an event requiring
                valuation (the "VALUATION EVENT"), the fair value of such
                consideration will be determined within five (5) Business Days
                after the tenth day following the Valuation Event by an
                independent, reputable appraiser jointly selected by the Company
                and the Required Holders. The determination of such appraiser
                shall be final and binding upon all parties absent manifest
                error and the fees and expenses of such appraiser shall be borne
                by the Company.


                                       8



          (v)   Record Date. If the Company takes a record of the holders of
                shares of Common Stock for the purpose of entitling them (A) to
                receive a dividend or other distribution payable in shares of
                Common Stock, Options or in Convertible Securities or (B) to
                subscribe for or purchase shares of Common Stock, Options or
                Convertible Securities, then such record date will be deemed to
                be the date of the issue or sale of the shares of Common Stock
                deemed to have been issued or sold upon the declaration of such
                dividend or the making of such other distribution or the date of
                the granting of such right of subscription or purchase, as the
                case may be.

          (b) Adjustment upon Subdivision or Combination of Common Stock. If the
Company at any time on or after the Subscription Date subdivides (by any stock
split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, the Exercise
Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Warrant Shares will be proportionately increased. If
the Company at any time on or after the Subscription Date combines (by
combination, reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately decreased.
Any adjustment under this Section 2(b) shall become effective at the close of
business on the date the subdivision or combination becomes effective.

          (c) Other Events. If any event occurs of the type contemplated by the
provisions of this Section 2 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the Company's
Board of Directors will make an appropriate adjustment in the Exercise Price and
the number of Warrant Shares so as to protect the rights of the Holder; provided
that no such adjustment pursuant to this Section 2(c) will increase the Exercise
Price or decrease the number of Warrant Shares as otherwise determined pursuant
to this Section 2.

3. RIGHTS UPON DISTRIBUTION OF ASSETS.

If the Company shall declare or make any dividend or other distribution of its
assets (or rights to acquire its assets) to holders of shares of Common Stock,
by way of return of capital or otherwise (including, without limitation, any
distribution of cash, stock or other securities, property or options by way of a
dividend, spin off, reclassification, corporate rearrangement, scheme of
arrangement or other similar transaction) (a "DISTRIBUTION"), at any time after
the issuance of this Warrant, then, in each such case, the Exercise Price in
effect immediately prior to the close of business on the record date fixed for
the determination of holders of shares of Common Stock entitled to receive the
Distribution shall be reduced, effective as of the close of business on such
record date, to a price determined by multiplying such Exercise Price by a
fraction of which (i) the numerator shall be the Exercise Price on such record
date minus the value of the Distribution (as determined in good faith by the
Company's Board of Directors) applicable to one share of Common Stock, and (ii)
the denominator shall be the Exercise Price on such record date.


                                       9



4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

     (a) Purchase Rights. In addition to any adjustments pursuant to Section 2
above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of shares of Common
Stock (the "PURCHASE RIGHTS"), then the Holder will be entitled to acquire, upon
the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which the Holder could have acquired if the Holder had held the proportionate
number of shares of Common Stock acquirable upon complete exercise of this
Warrant (without regard to any limitations on the exercise of this Warrant)
immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of shares of Common Stock are to be determined for the
grant, issue or sale of such Purchase Rights.

     (b) Fundamental Transactions. The Company shall not enter into or be party
to a Fundamental Transaction unless the Successor Entity assumes in writing all
of the obligations of the Company under this Warrant and the other Transaction
Documents and agrees to deliver to each holder of Warrants in exchange for such
Warrants a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant, including, without
limitation, an adjusted exercise price equal to the value for the shares of
Common Stock reflected by the terms of such Fundamental Transaction, and
exercisable for a corresponding number of shares of capital stock equivalent to
the shares of Common Stock acquirable and receivable upon exercise of this
Warrant (without regard to any limitations on the exercise of this Warrant).
Upon the occurrence of any Fundamental Transaction, the Successor Entity shall
succeed to, and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of this Warrant referring to the
"Company" shall refer instead to the Successor Entity), the Company and may
exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such
Successor Entity had been named as the Company herein. Upon consummation of the
Fundamental Transaction, the Successor Entity shall deliver to the Holder
confirmation that there shall be issued upon exercise of this Warrant at any
time after the consummation of the Fundamental Transaction, in lieu of the
shares of the Common Stock (or other securities, cash, assets or other property)
issuable upon the exercise of the Warrant prior to such Fundamental Transaction,
such shares of the publicly traded Common Stock (or its equivalent) of the
Successor Entity (including its Parent Entity) which the Holder would have been
entitled to receive upon the happening of such Fundamental Transaction had this
Warrant been converted immediately prior to such Fundamental Transaction, as
adjusted in accordance with the provisions of this Warrant. In addition to and
not in substitution for any other rights hereunder, prior to the consummation of
any Fundamental Transaction pursuant to which holders of shares of Common Stock
are entitled to receive securities or other assets with respect to or in
exchange for shares of Common Stock (a "CORPORATE EVENT"), the Company shall
make appropriate provision to insure that the Holder will thereafter have the
right to receive upon an exercise of this Warrant at any time after the
consummation of the Fundamental Transaction but prior to the Expiration Date, in
lieu of the shares of the Common Stock (or other securities, cash, assets or
other property) issuable upon the exercise of the Warrant prior to such
Fundamental


                                       10



Transaction, such shares of stock, securities, cash, assets or any other
property whatsoever (including warrants or other purchase or subscription
rights) which the Holder would have been entitled to receive upon the happening
of such Fundamental Transaction had the Warrant been exercised immediately prior
to such Fundamental Transaction. Provisions made pursuant to the preceding
sentence shall be in the form and substance reasonably satisfactory to the
Required Holders. The provisions of this Section shall apply similarly and
equally to successive Fundamental Transactions and Corporate Events and shall be
applied without regard to any limitations on the exercise of this Warrant.

     (c) Notwithstanding the foregoing and the provisions of Section 4(b) above,
in the event of a Fundamental Transaction if the Holder has not exercised the
Warrant in full prior to the consummation of the Fundamental Transaction, then
the Company may enter into a Fundamental Transaction pursuant to which the
Holder shall receive, simultaneously with the consummation of the Fundamental
Transaction, in lieu of the warrant referred to in Section 4(b) cash in the
amount equal to the value of the remaining unexercised portion of this Warrant
on the date of such consummation, which value shall be determined by use of the
Black Scholes Option Pricing Model reflecting (A) a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the remaining term
of this Warrant as of such date of request and (B) an expected volatility equal
to the greater of 60% and the 100 day volatility obtained from the HVT function
on Bloomberg.

5. NONCIRCUMVENTION.

The Company hereby covenants and agrees that the Company will not, by amendment
of its Articles of Incorporation, Bylaws or through any reorganization, transfer
of assets, consolidation, merger, scheme of arrangement, dissolution, issue or
sale of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, and will at all
times in good faith carry out all the provisions of this Warrant and take all
action as may be required to protect the rights of the Holder. Without limiting
the generality of the foregoing, the Company (i) shall not increase the par
value of any shares of Common Stock receivable upon the exercise of this Warrant
above the Exercise Price then in effect, (ii) shall take all such actions as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock upon the exercise of
this Warrant, and (iii) shall, so long as any of the SPA Warrants are
outstanding, take all action necessary to reserve and keep available out of its
authorized and unissued shares of Common Stock, solely for the purpose of
effecting the exercise of the SPA Warrants, 175% of the number of shares of
Common Stock as shall from time to time be necessary to effect the exercise of
the SPA Warrants then outstanding (without regard to any limitations on
exercise).

6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER.

Except as otherwise specifically provided herein, the Holder, solely in such
Person's capacity as a holder of this Warrant, shall not be entitled to vote or
receive dividends or be deemed the holder of share capital of the Company for
any purpose, nor shall anything contained in this Warrant be construed to confer
upon the Holder, solely in such Person's capacity as the Holder of this Warrant,
any of the rights of a stockholder of the Company or any right to vote, give or


                                       11



withhold consent to any corporate action (whether any reorganization, issue of
stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares
which such Person is then entitled to receive upon the due exercise of this
Warrant. In addition, nothing contained in this Warrant shall be construed as
imposing any liabilities on the Holder to purchase any securities (upon exercise
of this Warrant or otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company.
Notwithstanding this Section 6, the Company shall provide the Holder with copies
of the same notices and other information given to the stockholders of the
Company generally, contemporaneously with the giving thereof to the
stockholders.

7. REISSUANCE OF WARRANTS.

     (a) Transfer of Warrant. If this Warrant is to be transferred, the Holder
shall surrender this Warrant to the Company, whereupon the Company will issue
promptly following satisfaction of the transfer provisions contained in the
Securities Purchase Agreement and deliver upon the order of the Holder a new
Warrant (in accordance with Section 7(d)), in the name of the validly registered
assignee or transferee, representing the right to purchase the number of Warrant
Shares being transferred by the Holder and, if less then the total number of
Warrant Shares then underlying this Warrant is being transferred, a new Warrant
(in accordance with Section 7(d)) to the Holder representing the right to
purchase the number of Warrant Shares not being transferred.

     (b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and, in the case of loss, theft or destruction,
of any indemnification undertaking by the Holder to the Company in customary
form and, in the case of mutilation, upon surrender and cancellation of this
Warrant, the Company shall execute and deliver to the Holder a new Warrant (in
accordance with Section 7(d)) representing the right to purchase the Warrant
Shares then underlying this Warrant.

     (c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon
the surrender hereof by the Holder at the principal office of the Company, for a
new Warrant or Warrants (in accordance with Section 7(d)) representing in the
aggregate the right to purchase the number of Warrant Shares then underlying
this Warrant, and each such new Warrant will represent the right to purchase
such portion of such Warrant Shares as is designated by the Holder at the time
of such surrender; provided, however, that no Warrants for fractional shares of
Common Stock shall be given.

     (d) Issuance of New Warrants. Whenever the Company is required to issue a
new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be
of like tenor with this Warrant, (ii) shall represent, as indicated on the face
of such new Warrant, the right to purchase the Warrant Shares then underlying
this Warrant (or in the case of a new Warrant being issued pursuant to Section
7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when
added to the number of shares of Common Stock underlying the other new


                                       12



Warrants issued in connection with such issuance, does not exceed the number of
Warrant Shares then underlying this Warrant), (iii) shall have an issuance date,
as indicated on the face of such new Warrant which is the same as the Issuance
Date, and (iv) shall have the same rights and conditions as this Warrant.

8. NOTICES.

Whenever notice is required to be given under this Warrant, unless otherwise
provided herein, such notice shall be given in accordance with Section 9(f) of
the Securities Purchase Agreement. The Company shall provide the Holder with
prompt written notice of all actions taken pursuant to this Warrant, including
in reasonable detail a description of such action and the reason therefore.
Without limiting the generality of the foregoing, the Company will give written
notice to the Holder (i) immediately upon any adjustment of the Exercise Price,
setting forth in reasonable detail, and certifying, the calculation of such
adjustment and (ii) at least fifteen (15) days prior to the date on which the
Company closes its books or takes a record (A) with respect to any dividend or
distribution upon the shares of Common Stock, (B) with respect to any grants,
issuances or sales of any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property to holders of shares of Common
Stock or (C) for determining rights to vote with respect to any Fundamental
Transaction, dissolution or liquidation, provided in each case that such
information shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder.

9. AMENDMENT AND WAIVER.

Except as otherwise provided herein, the provisions of this Warrant may be
amended and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the Required Holders; provided that no such
action may increase the exercise price of any SPA Warrant or decrease the number
of shares or class of stock obtainable upon exercise of any SPA Warrant without
the written consent of the Holder. No such amendment shall be effective to the
extent that it applies to less than all of the holders of the SPA Warrants then
outstanding.

10. GOVERNING LAW.

This Warrant shall be governed by and construed and enforced in accordance with,
and all questions concerning the construction, validity, interpretation and
performance of this Warrant shall be governed by, the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of New York.

11. CONSTRUCTION; HEADINGS.

This Warrant shall be deemed to be jointly drafted by the Company and all the
Buyers and shall not be construed against any person as the drafter hereof. The
headings of this Warrant are for convenience of reference and shall not form
part of, or affect the interpretation of, this Warrant.


                                       13



12. DISPUTE RESOLUTION.

In the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall submit the
disputed determinations or arithmetic calculations via facsimile within two
Business Days of receipt of the Exercise Notice giving rise to such dispute, as
the case may be, to the Holder. If the Holder and the Company are unable to
agree upon such determination or calculation of the Exercise Price or the
Warrant Shares within three Business Days of such disputed determination or
arithmetic calculation being submitted to the Holder, then the Company shall,
within two Business Days submit via facsimile (a) the disputed determination of
the Exercise Price to an independent, reputable investment bank selected by the
Company and approved by the Holder (such approval not to be unreasonably
withheld or delayed) or (b) the disputed arithmetic calculation of the Warrant
Shares to the Company's independent, outside accountant. The Company shall cause
at its expense the investment bank or the accountant, as the case may be, to
perform the determinations or calculations and notify the Company and the Holder
of the results no later than ten Business Days from the time it receives the
disputed determinations or calculations. Such investment bank's or accountant's
determination or calculation, as the case may be, shall be binding upon all
parties absent demonstrable error.

13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.

The remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant and the other Transaction Documents,
at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the right of the Holder right
to pursue actual damages for any failure by the Company to comply with the terms
of this Warrant. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder and that the remedy at law
for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the holder of this Warrant shall
be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required.

14. TRANSFER.

This Warrant may be offered for sale, sold, transferred or assigned without the
consent of the Company, except as may otherwise be required by Section 2(f) of
the Securities Purchase Agreement.

15. CERTAIN DEFINITIONS.

For purposes of this Warrant, the following terms shall have the following
meanings:

     (a) "BLOOMBERG" means Bloomberg Financial Markets.


                                       14



     (b) "BUSINESS DAY" means any day other than Saturday, Sunday or other day
on which commercial banks in The City of New York are authorized or required by
law to remain closed.

     (c) "CLOSING BID PRICE" and "CLOSING SALE PRICE" means, for any security as
of any date, the last closing bid price and last closing trade price,
respectively, for such security on the Principal Market, as reported by
Bloomberg, or, if the Principal Market begins to operate on an extended hours
basis and does not designate the closing bid price or the closing trade price,
as the case may be, then the last bid price or last trade price, respectively,
of such security prior to 4:00:00 p.m., New York Time, as reported by Bloomberg,
or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price,
respectively, of such security on the principal securities exchange or trading
market where such security is listed or traded as reported by Bloomberg, or if
the foregoing do not apply, the last closing bid price or last trade price,
respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid
price or last trade price, respectively, is reported for such security by
Bloomberg, the average of the bid prices, or the ask prices, respectively, of
any market makers for such security as reported in the "pink sheets" by Pink
Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid
Price or the Closing Sale Price cannot be calculated for a security on a
particular date on any of the foregoing bases, the Closing Bid Price or the
Closing Sale Price, as the case may be, of such security on such date shall be
the fair market value as mutually determined by the Company and the Holder. If
the Company and the Holder are unable to agree upon the fair market value of
such security, then such dispute shall be resolved pursuant to Section 12. All
such determinations to be appropriately adjusted for any stock dividend, stock
split, stock combination or other similar transaction during the applicable
calculation period.

     (d) "COMMON STOCK" means (i) the Company's shares of Common Stock, par
value $0.001 per share, and (ii) any share capital into which such Common Stock
shall have been changed or any share capital resulting from a reclassification
of such Common Stock.

     (e) "CONVERTIBLE SECURITIES" means any stock or securities (other than
Options) directly or indirectly convertible into or exercisable or exchangeable
for shares of Common Stock.

     (f) "ELIGIBLE MARKET" means the Principal Market, The New York Stock
Exchange, Inc., the Nasdaq National Market, the Nasdaq Capital Market or the
American Stock Exchange.

     (g) "EXPIRATION DATE" means the date sixty months after the Issuance Date
or, if such date falls on a day other than a Business Day or on which trading
does not take place on the Principal Market (a "HOLIDAY"), the next date that is
not a Holiday.

     (h) "FUNDAMENTAL TRANSACTION" means that the Company shall, directly or
indirectly, in one or more related transactions, (i) consolidate or merge with
or into (whether or not the Company is the surviving corporation) another
Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company to another Person,
or (iii) allow another Person to make a purchase, tender or exchange offer that
is accepted by the holders of more than the 50% of either the outstanding shares
of Common


                                       15



Stock (not including any shares of Common Stock held by the Person or Persons
making or party to, or associated or affiliated with the Persons making or party
to, such purchase, tender or exchange offer), or (iv) consummate a stock
purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with
another Person whereby such other Person acquires more than the 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock
held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock purchase
agreement or other business combination), (v) reorganize, recapitalize or
reclassify its Common Stock (other than a forward or reverse stock split), or
(vi) any "person" or "group" (as these terms are used for purposes of Sections
13(d) and 14(d) of the Exchange Act) is or shall become the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
50% of the aggregate ordinary voting power represented by issued and outstanding
Common Stock.

     (i) "OPTIONS" means any rights, warrants or options to subscribe for or
purchase shares of Common Stock or Convertible Securities.

     (j) "PARENT ENTITY" of a Person means an entity that, directly or
indirectly, controls the applicable Person and whose common stock or equivalent
equity security is quoted or listed on an Eligible Market, or, if there is more
than one such Person or Parent Entity, the Person or Parent Entity with the
largest public market capitalization as of the date of consummation of the
Fundamental Transaction.

     (k) "PERSON" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization, any other entity and a government or any department or agency
thereof.

     (l) "PRINCIPAL MARKET" means the Over-the-Counter Bulletin Board.

     (m) "REGISTRATION RIGHTS AGREEMENT" means that certain registration rights
agreement by and among the Company and the Buyers.

     (n) "REQUIRED HOLDERS" means the holders of the SPA Warrants representing
at least a majority of shares of Common Stock underlying the SPA Warrants then
outstanding.

     (o) "SPA SECURITIES" means the Notes issued pursuant to the Securities
Purchase Agreement.

     (p) "SUCCESSOR ENTITY" means the Person (or, if so elected by the Required
Holders, the Parent Entity) formed by, resulting from or surviving any
Fundamental Transaction or the Person (or, if so elected by the Required
Holders, the Parent Entity) with which such Fundamental Transaction shall have
been entered into.

                            [SIGNATURE PAGE FOLLOWS]


                                       16



     IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common
Stock to be duly executed as of the Issuance Date set out above.

                                         MDWERKS, INC.


                                         By:
                                             -----------------------------------
                                             Name: Vincent Colangelo
                                             Title: Chief Financial Officer


                                       17



                                                                       EXHIBIT A

                                 EXERCISE NOTICE
            TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
                        WARRANT TO PURCHASE COMMON STOCK

                                  MDWERKS, INC.

     The undersigned holder hereby exercises the right to purchase
_________________ of the shares of Common Stock ("WARRANT SHARES") of MDwerks,
Inc., a Delaware corporation (the "COMPANY"), evidenced by the attached Warrant
to Purchase Common Stock (the "WARRANT"). Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.

     1. Form of Exercise Price. The Holder intends that payment of the Exercise
Price shall be made as:

               a "Cash Exercise" with respect to _________________ Warrant
               Shares; and/or

     ___________

               a "Cashless Exercise" with respect to _______________ Warrant
               Shares.

     ___________

     2. Payment of Exercise Price. In the event that the holder has elected a
Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of
$___________________ to the Company in accordance with the terms of the Warrant.

     3. Delivery of Warrant Shares. The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

     4. Delivery of Warrant. The Registered Holder shall deliver the Warrant to
the Company.

Date: _______________ __, ______

     Name of Registered Holder


By:
    ---------------------------------
    Name:
    Title:


                                       18



                                 ACKNOWLEDGMENT

     The Company hereby acknowledges this Exercise Notice and hereby directs
American Registrar & Transfer Co. to issue the above indicated number of shares
of Common Stock in accordance with the Transfer Agent Instructions dated October
__, 2006 from the Company and acknowledged and agreed to by Corporate Stock
Transfer.

                                         MDWERKS, INC.


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                       19